STAR GROUP, L.P. — Director's Dealing 2005

Mar 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAR GAS PARTNERS LP (SGU, SGH)
CIK: 0001002590
Period of Report: 2005-03-15

Reporting Person: SEVIN IRIK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-15	Senior Subordinated Units	M	102000	$2.68	Acquired	286067	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-15	UAR	$10.70	M	77419	Disposed	2005-03-15	Senior Subordinated Units (102000)	Direct

Footnotes

F1: Does not include 29,133 Senior Subordinated Units issued to Star Gas LLC, the general partner of the Partnership, pursuant to the Contingent Distribution. As a member of Star Gas LLC, Mr. Sevin may be deemed to share beneficial ownership of these Units, but he disclaims beneficial ownership in that number of Units that exceeds his proportionate interest in Star Gas LLC.

F2: In accordance with the Star Gas Partners' Senior Management Equity Incentive Plan (the "Plan") of Star Gas Partners, L.P. (the "Partnership"), effective as of October 1, 2002, Mr. Sevin agreed to accept 77,419 unit appreciation rights (the "Rights') in lieu of $120,000 in cash compensation. The Rights vested in three equal installments on October 1, 2002, October 1, 2003 and October 1, 2004. Mr. Sevin exercised the Rights effective as of March 15, 2005 in consideration of the issuance of 102,000 Senior Subordinated Units and a cash payment of $13,603.